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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 15, 1999
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UNISYS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8729 38-0387840
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
Unisys Way
Blue Bell, Pennsylvania 19424
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(Address of Principal Executive Offices) (Zip Code)
(215) 986-4011
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(Registrant's telephone number, including area code)
Item 5. Other Events.
On June 15, 1999, Unisys Corporation and PulsePoint Communications announced
that they had signed an agreement for Unisys to acquire PulsePoint, a leading
developer of carrier-class enhanced services solutions for the communications
industry, in a tax-free, stock-for-stock merger.
In the merger, each share of PulsePoint common stock will be converted into
Unisys common stock using an exchange ratio based on the average price of
Unisys common stock during a 20-trading-day period preceding the PulsePoint
shareholder meeting to approve the transaction. The ratio will provide for a
maximum consideration of $6.60 (if the average price of Unisys common stock is
above $33) and a minimum consideration of $5.40 (if the average price is below
$27) for each PulsePoint common share. If the Unisys average price is between
$27 and $33, PulsePoint shareholders will receive 0.2 shares of Unisys common
stock for each share of PulsePoint common stock. PulsePoint convertible
preferred stock will be converted into PulsePoint common stock prior to the
merger.
On June 14, 1999, the closing price of Unisys common stock on the New York
Stock Exchange was $37.4375 per share. If this were the 20-day average price,
PulsePoint shareholders would receive the maximum consideration of $6.60, or
0.176 shares of Unisys common stock, for each share of PulsePoint common
stock. This would result in a total of approximately 2.4 million shares of
Unisys common stock being issued in the merger. In addition, all outstanding
PulsePoint stock options and warrants will be converted into options and
warrants to purchase Unisys common stock giving effect to the exchange ratio
used in the merger.
The acquisition, which will be accounted for as a pooling of interests, is
expected to close in the third quarter of 1999. The transaction is subject to
approval by PulsePoint common and preferred shareholders, each class voting
separately, as well as regulatory approvals, including registration of the
shares of Unisys common stock to be issued in the merger and Hart-Scott-Rodino
Act review, and customary closing conditions.
Certain institutional holders owning more than 90 percent of the outstanding
shares of PulsePoint convertible preferred stock and approximately 10 percent
of the outstanding shares of PulsePoint common stock have agreed to vote in
favor of the merger. These holders have also agreed, subject to completion of
the registration process by July 30, 1999, to convert a portion of their
preferred holdings into common stock prior to the PulsePoint shareholder
meeting and to also vote those common shares in favor of the merger. In such
event, 89 percent of the PulsePoint preferred shares and 38 percent of the
PulsePoint common shares will be committed to approve the merger. If the
registration process is not completed by July 30, 1999 and the holders of the
preferred stock elect not to convert, Unisys has the right to terminate the
transaction before August 20, 1999.
The merger agreement also includes customary non-solicitation, termination fee
and expense reimbursement provisions. In addition, PulsePoint has granted
Unisys an option to purchase a number of shares of PulsePoint common stock
equal to approximately 19.9% of its currently outstanding shares of common
stock, exercisable if the merger is terminated under certain circumstances.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNISYS CORPORATION
Date: June 17, 1999 By: /s/ Janet Brutschea Haugen
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Name: Janet Brutschea Haugen
Title: Vice President and Controller